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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Guided Therapeutics Inc (QB) | USOTC:GTHP | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.005 | 5.88% | 0.09 | 0.063 | 0.09 | 0.09 | 0.075 | 0.08 | 52,301 | 21:04:21 |
Delaware
(State
or other jurisdiction of incorporation or
organization)
|
|
58-2029543
(I.R.S.
Employer Identification No.)
|
5835 Peachtree Corners East, Suite D
Norcross, Georgia
(Address
of principal executive offices)
|
|
30092
(Zip
Code)
|
PART I
|
3
|
Item
1. Business
|
3
|
Item
1A. Risk Factors
|
9
|
Item
1B. Unresolved Staff Comments
|
17
|
Item
2. Properties
|
17
|
Item
3. Legal Proceedings
|
17
|
Item
4. Mine Safety Disclosures
|
17
|
PART II
|
18
|
Item
5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
|
18
|
Item
6. Selected Financial Data
|
18
|
Item
7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
|
19
|
Item
7A. Quantitative and Qualitative Disclosures about Market
Risk.
|
25
|
Item
8. Financial Statements and Supplementary Data
|
26
|
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
49
|
Item
9A. Controls and Procedures
|
49
|
Item
9B. Other Information
|
49
|
PART III
|
50
|
Item
10. Directors, Executive Officers and Corporate
Governance
|
50
|
Item
11. Executive Compensation
|
52
|
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
|
53
|
Item
13. Certain Relationships and Related Transactions and Director
Independence
|
54
|
Item
14. Principal Accountant Fees and Services
|
56
|
PART IV
|
57
|
Item
15. Exhibits and Financial Statement Schedules
|
57
|
Item
16. Form 10-K Summary
|
59
|
SIGNATURES
|
60
|
Accumulated
deficit, from inception to 12/31/2014
|
$113.1
million
|
Preferred
dividends and deemed dividends
|
$ 2.6
million
|
Net
Loss for fiscal year 2015, ended 12/31/2015
|
$ 6.9
million
|
Accumulated
deficit, from inception to 12/31/2015
|
$122.6
million
|
Preferred
dividends
|
$ 1.0
million
|
Net
Loss for year to date ended 12/31/2016
|
$ 4.0
million
|
Accumulated
deficit, from inception to 12/31/2016
|
$127.6
million
|
|
2017
|
2016
|
2015
|
|||
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
First
Quarter*
|
$
2.13
|
$
0.31
|
$
1,352.00
|
$
85.60
|
$
18,400.00
|
$
11,200.00
|
Second
Quarter
|
|
|
$
140.00
|
$
3.28
|
$
20,000.00
|
$
6,400.00
|
Third
Quarter
|
|
|
$
7.84
|
$
0.80
|
$
9,600.00
|
$
4,000.00
|
Fourth
Quarter
|
|
|
$
1.35
|
$
0.02
|
$
4,800.00
|
$
800.00
|
Plan
category
|
Number of
securities to be issued upon exercise of outstanding options,
warrants and rights
|
Weighted-average
exercise price of outstanding options, warrants and
rights
|
Number of
securities
remaining
available for future issuance under equity compensation plans
(excluding securities reflected in column(a))
|
|
(a)
|
(b)
|
( c
)
|
Equity compensation
plans approved by security holders
|
125
|
$
37,920
|
-
|
Equity compensation
plans not approved by security holders
|
-
|
-
|
-
|
TOTAL
|
125
|
$
37,920
|
-
|
Sterling Heights, Michigan
|
|
March 21, 2017
|
|
The
accompanying notes are an integral part of these consolidated
statements.
|
||||
|
||||
|
|
Preferred
Stock
Series
C
|
Preferred Stock
Series
C1
|
Common
Stock
|
Additional
Paid-In
|
Treasury
|
Accumulated
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stock
|
Deficit
|
TOTAL
|
BALANCE, January 1,
2015
|
-
|
$
-
|
-
|
$
- -
|
1
|
$
97
|
$
107,952
|
$
(132
)
|
$
(113,060
)
|
$
(4,465
)
|
Preferred
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(352
)
|
(352
)
|
Conversion of
Series C preferred stock to common stock
|
(2
)
|
(840
)
|
-
|
-
|
1
|
99
|
1,727
|
-
|
(986
)
|
-
|
Issuance of common
stock and warrants
|
-
|
-
|
-
|
-
|
-
|
11
|
1,327
|
-
|
-
|
1,338
|
Exercise of
warrants and options for common stock
|
-
|
-
|
-
|
-
|
-
|
11
|
132
|
-
|
-
|
143
|
Conversion of debt
into common stock
|
-
|
-
|
-
|
-
|
-
|
15
|
999
|
-
|
-
|
1,014
|
December 2014
public offering warrants exchange and common shares
issuance
|
-
|
-
|
-
|
-
|
-
|
3
|
1,368
|
-
|
(1,049
)
|
322
|
Series B, Tranche
A, warrant price adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
64
|
-
|
(64
)
|
-
|
Series B preferred
stock exchange
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1
)
|
(678
)
|
Series C preferred
stock and warrant issuance
|
8
|
2,892
|
-
|
-
|
-
|
-
|
268
|
-
|
(150
)
|
3,010
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
1,008
|
-
|
-
|
1,008
|
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,902
)
|
(6,902
)
|
BALANCE, December
31, 2015
|
6
|
$
2,052
|
-
|
$
-
|
3
|
$
236
|
$
114,845
|
$
(132
)
|
$
(122,563
)
|
$
(5,562
)
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(191
)
|
(191
)
|
Issuance of common
stock from accrued dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
54
|
-
|
-
|
54
|
Conversion of
Series C preferred stock to common stock
|
(2
)
|
(750
)
|
-
|
-
|
531
|
456
|
1,128
|
-
|
(834
)
|
-
|
Conversion of debt
into common stock
|
-
|
-
|
-
|
-
|
53
|
20
|
238
|
-
|
-
|
258
|
Issuance of common
stock due to Series B, Tranche B warrants exchanged for shares and
rights to shares
|
-
|
-
|
-
|
-
|
19
|
12
|
(12
)
|
-
|
-
|
-
|
Series C preferred
stock exchanged for Series C1 preferred stock
|
(2
)
|
(751
)
|
4
|
701
|
23
|
18
|
(18
)
|
-
|
-
|
-
|
Issuance of common
stock for cash
|
-
|
-
|
-
|
-
|
40
|
-
|
50
|
-
|
-
|
50
|
Stock-based
compensation
|
|
|
|
|
-
|
-
|
95
|
-
|
-
|
95
|
Net
Loss
|
|
|
|
|
-
|
-
|
-
|
-
|
(3,970
)
|
(3,970
)
|
BALANCE,
December 31, 2016
|
2
|
$
601
|
4
|
$
701
|
669
|
$
742
|
$
116,380
|
$
(132
)
|
$
(127,558
)
|
$
(9,266
)
|
|
Year Ended
December 31,
|
|
|
2016
|
2015
|
Raw
materials
|
$
795
|
$
686
|
Work in
process
|
115
|
186
|
Finished
goods
|
141
|
365
|
Inventory
reserve
|
(278
)
|
(118
)
|
Total
|
$
773
|
$
1,119
|
|
Fair Value at
December 31, 2016
|
|||
|
|
|
|
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
|
|
|
|
Warrants issued in
connection with Distributor Debt
|
-
|
-
|
(114
)
|
(114
)
|
Warrants issued in
connection with Senior Secured Debt
|
-
|
-
|
(1,306
)
|
(1,306
)
|
Total
long-term liabilities at fair value
|
$
-
|
$
-
|
$
(1,420
)
|
$
(1,420
)
|
|
|
|
|
|
|
Fair Value at
December 31, 2015
|
|||
|
|
|
|
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
|
|
|
|
Warrants issued in
connection with the issuance of Series C preferred
stock
|
$
—
|
$
—
|
$
(1,145
)
|
$
(1,145
)
|
Warrants issued in
connection with the issuance of Series B preferred
stock
|
—
|
—
|
(1,461
)
|
(1,461
)
|
Total
long-term liabilities at fair value
|
$
—
|
$
—
|
$
(2,606
)
|
$
(2,606
)
|
|
Fair Value
Measurements Using Significant Unobservable
Inputs (Level
3)
|
||||
|
|
|
|
|
|
|
Series
C Warrants
|
Series B
Warrants
|
Senior Secured
Debt
|
Distributor
Debt
|
Total
|
Balance,
December 31, 2015
|
$
(1,145
)
|
$
(1,461
)
|
$
-
|
$
-
|
$
(2,606
)
|
Warrants
issued during the period
|
-
|
-
|
(377
)
|
(114
)
|
(491
)
|
Change
in fair value during the period
|
1,145
|
1,461
|
(929
)
|
-
|
1,677
|
Balance, December
31, 2016
|
$
-
|
$
-
|
$
1,306
|
$
(114
)
|
$
(1,420
)
|
Series C Preferred
Stock Conversions
|
341,110
|
Series C Preferred
Stock Dividends
|
190,107
|
Common Stock Issued
as Payment for Accrued Dividends
|
38
|
Convertible Debt
Conversions
|
53,080
|
Series C
Exchanges
|
22,996
|
Series B Tranche B
Warrants Exchanges
|
14,766
|
Issuance of shares
due to rounding
|
3,590
|
Issuance of shares
in Transit due to Shandong agreement
|
40,000
|
Total
|
665,687
|
|
Warrants
(Underlying
Shares)
|
Outstanding,
January 1, 2016
|
3,503
|
Issuances
|
4,334,898
|
To be
issued
|
21,549
|
Canceled /
Expired
|
(10,188
)
|
Outstanding,
December 31, 2016
|
4,349,762
|
Warrants
(Underlying Shares)
|
|
Exercise Price
|
Expiration Date
|
24
|
(1)
|
$8,368.00 per
share
|
May
23, 2018
|
7,542
|
(2)
|
$75.00
per share
|
June
14, 2021
|
3
|
(3)
|
$40,000.00 per
share
|
April
23, 2019
|
8
|
(4)
|
$36,000.00 per
share
|
May
22, 2019
|
3
|
(5)
|
$30,400.00 per
share
|
September 10,
2019
|
5
|
(6)
|
$36,864.80 per
share
|
September 27,
2019
|
10
|
(7)
|
$22,504.00 per
share
|
December 2,
2019
|
105
|
(8)
|
$7,200.00 per
share
|
December 2,
2020
|
105
|
(9)
|
$8,800.00 per
share
|
December 2,
2020
|
25
|
(11)
|
$20,400.00 per
share
|
March
30, 2018
|
22
|
(12)
|
$9,504.00 per
share
|
June
29, 2020
|
659
|
(10)
|
$640.00 per
share
|
June
29, 2020
|
343
|
(11)
|
$640.00 per
share
|
September 4,
2020
|
363
|
(12)
|
$640.00 per
share
|
September 21,
2020
|
7
|
(13)
|
$9,504.00 per
share
|
September 4,
2020
|
198
|
(14)
|
$640.00 per
share
|
October 23,
2020
|
7
|
(15)
|
$9,504.00 per
share
|
October 23,
2020
|
4,120,977
|
(16)
|
$0.3488 per
share
|
June
14, 2021
|
197,807
|
(17)
|
$0.3488 per
share
|
February 21,
2021
|
21,549
|
(18)
|
$13.92
per share
|
June
6, 2021
|
4,349,762
|
|
|
|
|
|
(1)
|
Issued
in June 2015 in exchange for warrants originally issued as part of
a May 2013 private placement.
|
(2)
|
Issued
in June 2015 in exchange for warrants originally issued as part of
a May 2013 private placement.
|
(3)
|
Issued
to a placement agent in conjunction with an April 2014 private
placement.
|
(4)
|
Issued
to a placement agent in conjunction with a September 2014 private
placement.
|
(5)
|
Issued
as part of a September 2014 Regulation S offering.
|
(6)
|
Issued
to a placement agent in conjunction with a 2014 public
offering.
|
(7)
|
Issued
in June 2015 in exchange for warrants originally issued as part of
a 2014 public offering.
|
(8)
|
Issued
as part of a March 2015 private placement.
|
(9)
|
Issued
to a placement agent in conjunction with a June 2015 private
placement.
|
(10)
|
Issued
as part of a June 2015 private placement.
|
(11)
|
Issued
as part of a June 2015 private placement.
|
(12)
|
Issued
as part of a June 2015 private placement.
|
(13)
|
Issued
to a placement agent in conjunction with a June 2015 private
placement.
|
(14)
|
Issued
as part of a June 2015 private placement.
|
(15)
|
Issued
to a placement agent in conjunction with a June 2015 private
placement.
|
(16)
|
Issued
as part of a February 2016 private placement.
|
(17)
|
Issued
to a placement agent in conjunction with a February 2016 private
placement.
|
(18)
|
Contractually
obligated to be issued pursuant to a strategic license
agreement.
|
|
2016
|
2015
|
Deferred tax
assets
|
$
795
|
$
626
|
Net operating loss
carry forwards
|
27,958
|
28,201
|
Deferred tax
liabilities: intangible assets and other
|
-
|
-
|
|
28,753
|
28,827
|
Valuation
allowance
|
(28,753
)
|
(28,827
)
|
|
$
0
|
$
0
|
|
2016
|
2015
|
Statutory federal
tax rate
|
34
%
|
34
%
|
State taxes, net of
federal benefit
|
4
|
4
|
Nondeductible
expenses
|
-
|
-
|
Valuation
allowance
|
(38
)
|
(38
)
|
|
0
%
|
0
%
|
|
2016
|
|
|
Shares
|
Weighted
Average
Exercise
Price
|
Outstanding at
beginning of year
|
132
|
$
36,000
|
Options
granted
|
-
|
$
-
|
Options
exercised
|
-
|
$
-
|
Options
expired/forfeited
|
(7
)
|
$
74,160
|
Outstanding at end
of year
|
125
|
$
37,920
|
Options available
for issue
|
-
|
|
|
|
Weighted
Average
|
|
Shares
|
Exercise
Price
|
Options Vested as
of December 31, 2015
|
113
|
$
39,200
|
Options
vested in 2016
|
4
|
$
22,860
|
Options vested as
of December 31, 2016
|
117
|
$
38,640
|
|
|
Weighted
Average
|
|
Shares
|
Exercise
Price
|
Options Unvested as
of December 31, 2015
|
19
|
$
39,200
|
Options
vested in 2016
|
(4
)
|
$
22,860
|
Options
expired/forfeited in 2016
|
(7
)
|
$
74,160
|
Options Unvested as
of December 31, 2016
|
8
|
|
Year
|
|
Amount
|
2017
|
|
98
|
Name
|
Age
|
Position with Guided Therapeutics
|
Gene S. Cartwright, Ph.D.
|
62
|
Chief
Executive Officer, President, Acting Chief Financial Officer and
Director
|
Mark Faupel, Ph.D.
|
61
|
Chief
Operating Officer and Director
|
Richard L. Fowler
|
60
|
Senior
Vice President of Engineering
|
Richard P. Blumberg
|
60
|
Director
|
John E. Imhoff, M.D.
|
67
|
Director
|
Michael C. James
|
58
|
Chairman
and Director
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option Awards
($)(1)
|
Total
($)
|
Gene S.
Cartwright, Ph.D.
|
2016
|
104,990
|
150,000
|
-
|
254,990
|
President, CEO,
Acting CFO and Director (2)
|
2015
|
300,000
|
150,000
|
-
|
450,000
|
Mark Faupel,
Ph.D.
|
2016
|
132,557
|
-
|
-
|
132,557
|
COO and
Director
(3)
|
2015
|
198,073
|
-
|
30,400
|
228,473
|
Richard
Fowler,
|
2016
|
129,995
|
-
|
-
|
129,995
|
Senior Vice
President of Engineering
|
2015
|
243,000
|
-
|
30,880
|
273,880
|
|
Option
Awards
|
||||
Name and
Principal
Position
|
Number
of
Securities
Underlying
Options
Exercisable
(#)(1)
|
Number
of
Securities
Underlying
Options
Un-exercisable
(#)
|
Equity Incentive
Plan Awards:
Number of
Securities
Under-
lying
Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)(2)
|
Option
Expiration
Date
|
Gene S.
Cartwright, Ph.D.
President,
CEO, Acting CFO and Director
|
2
|
-
|
3
|
21,600.00
|
12/31/2024
|
Mark
Faupel, Ph.D.
COO and
Director
|
32
|
-
|
3
|
57,600.00
|
12/31/2024
|
Richard
Fowler
Senior
Vice President of Engineering
|
11
|
-
|
3
|
47,200.00
|
12/31/2024
|
|
Option
Awards
|
|
Name and
Principal Position
|
Option
Awards
(#)
|
Exercise
Price
($)
|
Ronald
W. Hart, Ph.D., Director (resigned as of December 11,
2015)
|
18
|
17,600.00
|
John E.
Imhoff, M.D., Director
|
16
|
26,400.00
|
Michael
C. James, Chairman and Director
|
13
|
16,000.00
|
Jonathan
Niloff, M.D., former Director
|
14
|
17,600.00
|
Linda
Rosenstock, M.D., former Director
|
14
|
16,800.00
|
|
|
|
|
Common Stock
(2)
|
Series
C
Preferred Stock
(3)
|
Series
C1
Preferred Stock
(4)
|
|||
Name and Address
of Beneficial Owner (1)
|
Number of
Shares
|
Percentage
|
Number of
Shares
|
Percentage
|
Number of
Shares
|
Percentage
|
John E. Imhoff
(5)
|
4,249,082
|
79.55
%
|
-
|
-
|
2,400.75
|
55.67
%
|
Lynne Imhoff
(6)
|
1,194,239
|
52.02
%
|
-
|
-
|
675.00
|
15.65
%
|
Michael C.
James/Kuekenhof Equity Fund, LLP (7)
|
28
|
*
|
-
|
-
|
-
|
-
|
Gene Cartwright
(8)
|
38
|
*
|
-
|
-
|
-
|
-
|
Richard L. Fowler
(9)
|
16
|
*
|
-
|
-
|
-
|
-
|
Richard P. Blumberg
(10)
|
37
|
*
|
-
|
-
|
-
|
-
|
Mark Faupel
(11)
|
529,773
|
32.44
%
|
|
|
300.00
|
6.96
%
|
All directors and
executive officers as a group (4 persons) (12)
|
4,249,164
|
79.55
%
|
-
|
-
|
2,700.75
|
62.63
%
|
|
|
|
|||||
(*)
|
Less
than 1%.
|
|
|||||
(1)
|
Except
as otherwise indicated in the footnotes to this table and pursuant
to applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all
shares of common stock.
|
|
|||||
(2)
|
Percentage
ownership is based on 1,015,012 shares of common stock outstanding
as of March 6, 2017. Beneficial ownership is determined in
accordance with the rules of the SEC, based on factors that include
voting and investment power with respect to shares. Shares of
common stock subject to convertible securities convertible or
exercisable within 60 days after the record date, are deemed
outstanding for purposes of computing the percentage ownership of
the person holding those securities, but are not deemed outstanding
for purposes of computing the percentage ownership of any other
person. Note that certain of our outstanding securities, including
certain warrants and the shares of Series C1 preferred stock held
by the persons listed in this table, have anti-dilution
“ratchet” or “price-protection”
provisions that, when triggered, will increase the number of shares
of common stock underlying such securities. Subject to customary
exceptions, these provisions are triggered anytime we issue shares
of common stock to third parties at a price lower than the
then-current conversion price or exercise price of the subject
securities. As a result, the beneficial ownership reported in this
table is only as of the date presented, and the beneficial
ownership amounts of the persons in this table may increase on a
future date, even though such persons have not actually acquired
any additional shares of common stock.
|
|
(3)
|
As of
March 6, 2017, there were 1,497 shares of Series C preferred stock
outstanding, and each such share was convertible into approximately
1,762 shares of common stock.
|
(4)
|
As of
March 6, 2017, there were 4,312.50 shares of Series C1 preferred
stock outstanding, and each such share was convertible into
approximately 1,762 shares of common stock.
|
(5)
|
Shares
of common stock consist of 12,952 shares of common stock directly
held, 4,912 shares issuable upon exercise of warrants, 16 shares
subject to options, and 4,231,202 shares issuable upon conversion
of 2,400.75 shares of Series C1 preferred stock. Dr. Imhoff is on
the board of directors.
|
(6)
|
Shares
of common stock consist of 3,612 shares of common stock directly
held, 973 shares issuable upon exercise of warrants, and 1,189,654
shares issuable upon conversion of 675.00 shares of Series C1
preferred stock.
|
(7)
|
Shares
of commons stock consist of 10 shares of common stock directly
held, 4 shares issuable upon exercise of warrants, and 14 shares
subject to options. Mr. James is on the board of
directors.
|
(8)
|
Shares of commons stock consist of 29 shares of common stock
directly held, 4 shares issuable upon exercise of warrants, and 5
shares subject to options.
Dr. Cartwright is the CEO
and on the board of directors.
|
(9)
|
Shares
of commons stock consist of 2 shares of common stock directly held
and 14
shares subject
to options.
|
(10)
|
Shares
of common stock consist of 23 shares of common stock directly held
and 14 shares issuable upon exercise of warrants.
|
(11)
|
Shares
of common stock consist of 1,600 shares of common stock directly
held, 46 shares issuable upon exercise of warrants, 27 shares
subject to options, and 528,100 shares issuable upon conversion of
300.00 shares of Series C1 preferred stock. Dr. Faupel is the COO
and on the board of directors.
|
(12)
|
Shares of commons stock consists of 12,993 shares of common stock
directly held, 4,920 shares issuable upon exercise of
warrants, 49 shares subject to options, and 4,231,202 shares
issuable upon conversion of 2,700.75 shares of Series C1 preferred
stock.
|
|
2016
|
2015
|
Audit
fees
|
$
154,000
|
$
166,000
|
Audit related
fees
|
15,000
|
15,000
|
Tax
fees
|
7,000
|
11,000
|
Total
Fees
|
$
176,000
|
$
192,000
|
EXHIBIT
NO.
|
DESCRIPTION
|
3.1
|
Restated
Certificate of Incorporation, as amended through November 3,
2016
|
3.2
|
Amended
and Restated Bylaws (incorporated by reference to Exhibit 3.1 to
the current report on Form 8-K, filed March 23, 2012)
|
4.1
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1
to the amended registration statement on Form S-1/A (No. 333-22429)
filed April 24, 1997)
|
4.2
|
Secured
Promissory Note, dated September 10, 2014 (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K filed
September 10, 2014)
|
4.3
|
Amendment
#1 to Secured Promissory Note, dated March 10, 2015 (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K
filed March 19, 2015)
|
4.4
|
Amendment
#2 to Secured Promissory Note, dated May 4, 2015 (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K filed
May 7, 2015)
|
4.5
|
Amendment
#3 to Secured Promissory Note, dated June 1, 2015 (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K filed
June 5, 2015)
|
4.6
|
Amendment
#4 to Secured Promissory Note, dated June 16, 2015 (incorporated by
reference to Exhibit 10.4 to the current report on Form 8-K filed
June 30, 2015)
|
4.7
|
Amendment
#5 to Secured Promissory Note, dated June 29, 2015 (incorporated by
reference to Exhibit 10.5 to the current report on Form 8-K filed
June 30, 2015)
|
4.8
|
Amendment
#6 to Secured Promissory Note, dated January 20, 2016 (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K
filed February 16, 2016)
|
4.9
|
Amendment
#7 to Secured Promissory Note, dated February 11, 2016
(incorporated by reference to Exhibit 10.2 to the current report on
Form 8-K filed February 16, 2016)
|
4.10
|
Amendment
#8 to Secured Promissory Note, dated March 7, 2016 (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K filed
March 7, 2016)
|
4.11
|
Senior
Secured Convertible Note, dated February 12, 2016 (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K filed
February 12, 2016)
|
4.12
|
Form of
Exchange Note (GPB) (incorporated by reference to Exhibit 4.1 to
the current report on Form 8-K filed December 7, 2016)
|
4.13
|
10% OID
Convertible Promissory Note (incorporated by reference to Exhibit
4.1 to the current report on Form 8-K filed December 30,
2016)
|
4.14
|
Convertible
Promissory Note (incorporated by reference to Exhibit 4.1 to the
current report on Form 8-K filed February 16, 2017)
|
4.15
|
Form of
Warrant (Standard Form) (incorporated by reference to Exhibit 4.1
to the current report on Form 8-K, filed September 14,
2010)
|
4.16
|
Form of
Warrant (InterScan) (incorporated by reference to Exhibit 4.13 to
the annual report on Form 10-K for the year ended December 31,
2013, filed March 27, 2014)
|
4.17
|
Form of
Warrant (November 2011 Private Placement) (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K/A, filed
November 28, 2011)
|
4.18
|
Form of
Warrant (Series B-Tranche A) (incorporated by reference to Exhibit
10.2 to amendment no. 1 to the current report on Form 8-K, filed
May 23, 2013)
|
4.19
|
Form of
Warrant (Series B-Tranche B) (incorporated by reference to Exhibit
10.3 to amendment no. 1 to the current report on Form 8-K, filed
May 23, 2013)
|
4.20
|
Form of
Warrant (Regulation S) (incorporated by reference to Exhibit 4.1 to
the current report on Form 8-K, filed September 8,
2014)
|
4.21
|
Form of
Warrant (2014 Public Offering Placement Agent) (incorporated by
reference to Exhibit 4.2 to the current report on Form 8-K filed
December 4, 2014)
|
4.22
|
Form of
Warrant (2014 Public Offering Warrant Exchanges) (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K filed
June 30, 2015)
|
|
4.23
|
Form of
Warrant (Series C) (incorporated by reference to Exhibit 4.3 to the
current report on Form 8-K filed June 30, 2015)
|
|
4.24
|
Form of
Warrant (Senior Secured Convertible Note) (incorporated by
reference to Exhibit 10.5 to the current report on Form 8-K filed
February 12, 2016)
|
|
4.25
|
Form of
Warrant (Series B-Tranche B Exchanges; GPB Exchange) (incorporated
by reference to Exhibit 4.1 to the current report on Form 8-K filed
June 14, 2016)
|
|
4.26
|
Common
Stock Purchase Warrant (Convertible Promissory Note) (incorporated
by reference to Exhibit 4.2 to the current report on Form 8-K filed
February 16, 2017)
|
|
10.1
|
1995
Stock Plan and form of Stock Option Agreement (incorporated by
reference to Exhibit 10.2 to the registration statement on Form S-1
(No. 333-22429) filed February 27, 1997)
|
|
10.2
|
2005
Amendment to 1995 Stock Plan (incorporated by reference to Appendix
1 to the proxy statement on Schedule 14A, filed May 10,
2005)
|
|
10.3
|
2010
Amendment to 1995 Stock Plan (incorporated by reference to Exhibit
10.3 to the registration statement on Form S-8 (File No.
333-178261), filed December 1, 2011)
|
|
10.4
|
2012
Amendment to 1995 Stock Plan (incorporated by reference to Annex 1
to the proxy statement on Schedule 14A, filed April 30,
2012)
|
|
10.5
|
Agreement
and Release, dated August 30, 2011 (incorporated by reference to
10.2 to the current report on Form 8-K, filed September 2,
2011)
|
|
10.6
|
Employment
Agreement between the Company and Mark Faupel dated March 24, 2013
(incorporated by reference to Exhibit 10.10 to the annual report on
Form 10-K for the year ended December 31, 2013, filed March 27,
2014)
|
|
10.7
|
Employment
Agreement between the Company and Gene Cartwright, dated January 6,
2014 (incorporated by reference to Exhibit 10.11 to the annual
report on Form 10-K for the year ended December 31, 2013, filed
March 27, 2014).
|
|
10.8
|
Employment
Agreement between the Company and Rick L. Fowler, automatically
renewed on May 9, 2013 (incorporated by reference to Exhibit 10.12
to the annual report on Form 10-K for the year ended December 31,
2013, filed March 27, 2014)
|
|
10.9
|
Consulting
Agreement between the Company and GPB Debt Holdings II LLC, dated
February 12, 2016 (incorporated by reference to Exhibit 10.6 to the
current report on Form 8-K filed February 12, 2016)
|
|
10.10
|
Securities
Purchase Agreement (Magna Note), dated April 23, 2014, by and
between the Company and Hanover Holdings I, LLC (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K, filed
April 24, 2014).
|
|
10.11
|
Registration
Rights Agreement (Magna Note), dated April 23, 2014, by and between
the Company and Hanover Holdings I, LLC (incorporated by reference
to Exhibit 10.1 to the current report on Form 8-K, filed April 24,
2014)
|
|
10.12
|
Standstill
Agreement (Magna Note), dated as of November 6, 2014, by and
between the Company and Magna Equities II, LLC (incorporated by
reference to Exhibit 19 to the registration statement on Form S-1
(No. 333-198733) filed November 10, 2014)
|
|
10.13
|
Exchange
Agreement (Magna Note), dated as of June 25, 2015 (incorporated by
reference to Exhibit 10.3 to the current report on Form 8-K filed
June 30, 2015)
|
|
10.14
|
Subscription
Agreement (Regulation S), accepted September 2, 2014 (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K,
filed September 8, 2014)
|
|
10.15
|
Form of
Registration Rights Agreement (Regulation S), dated September 8,
2014 by and between the Company and the investor party thereto
(incorporated by reference to Exhibit 10.2 to the current report on
Form 8-K, filed September 8, 2014)
|
|
10.16
|
Note
Purchase Agreement (Secured Promissory Note), dated as of September
10, 2014, by and between the Company and Tonaquint, Inc.
(incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K, filed September 10, 2014)
|
|
10.17
|
Security
Agreement (Secured Promissory Note), dated as of September 10,
2014, by the Company and Tonaquint, Inc. (incorporated by reference
to Exhibit 10.2 to the current report on Form 8-K, filed September
10, 2014)
|
|
10.18
|
Form of
Securities Purchase Agreement (2014 Public Offering) (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K
filed December 4, 2014)
|
|
10.19
|
Placement
Agent Agreement (2014 Public Offering), by and between the Company
and Olympus Securities, LLC (incorporated by reference to Exhibit
10.2 to the current report on Form 8-K filed December 4,
2014)
|
|
10.20
|
Amendment
to Securities Purchase Agreement (2014 Public Offering), dated as
of June 26, 2015 (incorporated by reference to Exhibit 10.2 to the
current report on Form 8-K filed June 30, 2015)
|
10.21
|
Form of
Letter Agreement (2014 Public Offering Warrant Exchanges)
(incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K filed June 30, 2015)
|
10.22
|
Securities
Purchase Agreement (Series C), dated June 29, 2015 (incorporated by
reference to Exhibit 10.6 to the current report on Form 8-K filed
June 30, 2015)
|
10.23
|
Registration
Rights Agreement (Series C), dated June 29, 2015 (incorporated by
reference to Exhibit 10.7 to the current report on Form 8-K filed
June 30, 2015)
|
10.24
|
Form of
Joinder Agreement (Series C) (incorporated by reference to Exhibit
10.1 to the current report on Form 8-K filed July 13,
2015)
|
10.25
|
Interim
Securities Purchase Agreement (Series C), dated September 3, 2015
(incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K filed September 3, 2015)
|
10.26
|
Securities
Purchase Agreement (Senior Secured Convertible Note), dated
February 11, 2016 (incorporated by reference to Exhibit 10.3 to the
current report on Form 8-K filed February 12, 2016)
|
10.27
|
Security
Agreement (Senior Secured Convertible Note), dated February 11,
2016 (incorporated by reference to Exhibit 10.4 to the current
report on Form 8-K filed February 12, 2016)
|
10.28
|
Rollover
and Amendment Agreement, dated April 27, 2016, by and between the
Company and Aquarius Opportunity Fund (incorporated by reference to
Exhibit 10.2 to the current report on Form 8-K filed May 3,
2016)
|
10.29
|
Form of
Letter Agreement (Series C Exchanges) (incorporated by reference to
Exhibit 10.1 to the current report on Form 8-K filed May 3,
2016)
|
10.30
|
License
Agreement, dated June 5, 2016 (incorporated by reference to Exhibit
10.1 to the current report on Form 8-K filed June 8,
2016)
|
10.31
|
Form of
Warrant Exchange Agreement (Warrant-for-Shares) (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K filed
June 14, 2016)
|
10.32
|
Form of
Warrant Exchange Agreement (Warrant-for-Warrant) (incorporated by
reference to Exhibit 10.2 to the current report on Form 8-K filed
June 14, 2016)
|
10.33
|
Royalty
Agreement, dated September 6, 2016, between the Company and Imhoff
and Maloof (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K filed September 8, 2016)
|
10.34
|
Lockup
and Exchange Agreement, dated November 2, 2016, by the Company and
GHS Investments, LLC (incorporated by reference to Exhibit 10.1 to
the current report on Form 8-K filed November 2, 2016)
|
10.35
|
Exchange
Agreement, dated December 7, 2016, between the Company and GPB Debt
Holdings II LLC (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K filed December 7, 2016)
|
10.36
|
Amendment
to Consulting Agreement, dated December 7, 2016, between the
Company and GPB Debt Holdings II LLC (incorporated by reference to
Exhibit 10.2 to the current report on Form 8-K filed December 7,
2016)
|
10.37
|
Securities
Purchase Agreement, dated December 28, 2016, between the Company
and RedDiamond (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K filed December 30, 2016)
|
10.38
|
Agreement
between Shandong Yaohua Medical Instrument Corporation and Guided
Therapeutics, Inc., Confidential, Final 22 January 2017
(incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K filed January 26, 2017)
|
10.39
|
Guided
Therapeutics-Shenghuo Medical Agreement, 22 Jan 2017 (incorporated
by reference to Exhibit 10.2 to the current report on Form 8-K
filed January 26, 2017)
|
10.40
|
Securities
Purchase Agreement, dated as of February 13, 2017, by and between
Guided Therapeutics, Inc. and Auctus Fund, LLC (incorporated by
reference to Exhibit 10.2 to the current report on Form 8-K filed
February 16, 2017)
|
21.1
|
Subsidiaries
(incorporated by reference to Exhibit 21.1 to the registration
statement on Form S-1 (No. 333-169755) filed October 5,
2010)
|
23.1
*
|
Consent
of UHY LLP
|
101.1*
|
Interactive
Data File
|
*Filed
herewith
|
|
GUIDED
THERAPEUTICS, INC.
|
|
|
|
|
|
By:
|
/s/
Gene S.
Cartwright
|
|
|
President, Chief Executive Officer and
Acting
Chief Financial Officer
|
|
|
|
|
Date:
|
March 21, 2017 |
|
|
DATE
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
March
20, 2017
|
|
/s/ Gene S. Cartwright
|
|
President, Chief Executive Officer, Acting Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting
Officer)
|
Gene S. Cartwright
|
||||
|
|
|
|
|
March
20, 2017
|
|
/s/ Micbael C. James
|
|
Chairman of the Board and Director
|
|
|
Michael C. James
|
|
|
|
|
|
|
|
March
20, 2017
|
|
/s/ John E. Imhoff
|
|
Director
|
|
|
John E. Imhoff
|
|
|
|
|
|
|
|
March
20, 2017
|
|
/s/ Richard P. Blumberg
|
|
Director
|
|
|
Richard P. Blumberg
|
|
|
|
|
|
|
|
March
20, 2017
|
|
/s/ Mark Faupel
|
|
Chief Operating Officer and Director
|
|
|
Mark Faupel
|
|
|
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